Life Bible-Presbyterian Church v Khoo Eng Teck Jeffrey and others and another suit [2010] SGHC 187 Case Number : Suit No 648 of 2008 and Suit No 278 of 2009 Decision Date : 30 June 2010 Tribunal/Court : High Court Coram : Judith Prakash J Counsel Name(s) : Quek Mong Hua and Yee Swee Yoong Esther (Lee & Lee) for the plaintiff; Ang Cheng Hock SC, Tham Wei Chern and Ramesh Kumar s/o Ramasamy (Allen & Gledhill LLP) for the defendants. Parties : Life Bible-Presbyterian Church — Khoo Eng Teck Jeffrey and others Trusts [LawNet Editorial Note: A supplementary judgment was delivered by the Court of Appeal on 25 July 2012. See [2012] SGCA 37.] 30 June 2010 Judgment reserved. Judith Prakash J: Introduction 1 In 1962, a bible school called Far Eastern Bible College was started. In January 2004, an organisation called Far Eastern Bible College was registered under the Charities Act (Cap 37, 1995 Rev Ed) (“the Act”).The fundamental question to be determined in this consolidated action is as to the identity and nature of the Far Eastern Bible College and whether the 1962 organisation is the same organisation as the one registered in 2004. For convenience, I shall use the term “the College” to refer to the 1962 organisation and the term “2004 College” to refer to the registered organisation. 2 I have two suits before me namely Suit 648 of 2008 (“Suit 648”) and Suit 278 of 2009 (“Suit 278”). The plaintiff in Suit 648 is Life Bible-Presbyterian Church (“the Church”) and the defendants are nine individuals who, at the commencement of the action, were the members of the board of directors of the 2004 College. The fifth defendant, Timothy Tow Siang Hui (“Rev Timothy Tow”), died after the suit was commenced and the action against him has been discontinued. The first, second and sixth defendants are respectively, Khoo Eng Teck Jeffrey (“Dr Khoo”), Quek Suan Yew and Boon Yean Leong (aka Boaz Boon). These individuals are the plaintiffs in Suit 278 in which the Church and six individuals (including Rev Timothy Tow) are the defendants and they sued in their capacity as directors of the board of the 2004 College. The six individuals in Suit 278 were sued in their capacity as registered proprietors of certain pieces of land which they hold as trustees for the Church and, it is contended by the defendants, also for the 2004 College. 3 The two actions were consolidated in March 2009. For convenience, where necessary in this judgment, I shall use the term “the defendants” to refer both to the defendants in Suit 648 and to the plaintiffs in Suit 278. The Church and the College both operate out of premises located on 9 and 9A Gilstead Road as well at No 10 which is on the opposite side of Gilstead Road. Where convenient, I will refer to all the buildings and the two pieces of land compendiously as “the Premises”. 4 Suit 648 was started in September 2008. In it, the Church asks for the following main reliefs: (a) an injunction to restrain the defendants, by themselves or by others, purporting to carry on the College at their behest, from remaining on or continuing in occupation of the designated part of the Church property at 9 and 9A Gilstead Road, Singapore and to vacate and deliver up vacant possession of the same; (b) a declaration that the 2004 College is a different entity from the College; and (c) an account of the money held in the accounts of the College as at the date of the registration of the 2004 College. 5 Suit 278 started life in January 2009 as Originating Summons 6 of 2009. When it was converted into a writ action, it was ordered that the two affidavits filed in support of the summons stand as pleadings and no further pleadings were required. By the originating summons, the following reliefs were sought: (a) a declaration that the funds donated for the construction of the buildings located at 9 and 9A Gilstead Road were impressed with a charitable purpose trust for the construction of buildings for the use of the Church and the registered charity known as the Far Eastern Bible College, and that consequently, the registered proprietors of the properties located at 9 and 9A Gilstead Road hold such properties on a charitable purpose trust for the joint benefit and use of the Church and the registered charity known as the Far Eastern Bible College; (b) a declaration that the funds donated for the purchase of the property located at 10 Gilstead Road were impressed with a charitable purpose trust for the use of a church operated by the Church and a bible college operated by the registered charity known as the Far Eastern Bible College, and that consequently, the registered proprietors of the property located at 10 Gilstead Road hold such property on a charitable purpose trust for the joint benefit and use of the Church and the registered charity known as the Far Eastern Bible College; (c) a declaration that the funds donated for the redevelopment of the property located at 10 Gilstead Road were impressed with a charitable purpose trust for use of a church operated by the Church and a bible college operate by the registered charity known as the Far Eastern Bible College; and (d) (to paraphrase prayers 4 and 5 of the summons) that schemes be settled in respect of the charitable purpose trusts over the moneys donated for the construction of the buildings located at 9 and 9A Gilstead Road and for the purchase and construction of the property at 10 Gilstead Road, and over the said properties and that such schemes provide for trust deeds to be executed by the registered proprietors of the said properties to set up the trust over the said properties for the joint benefit and use of the Church and the 2004 College. 6 To put the matter simply, the Church and the 2004 College share the Premises and now whilst the Church wants the 2004 College to vacate the Premises, the defendants want recognition that there is a trust in place which requires the Church to recognise that the 2004 College is, equally with the Church, a beneficiary of the trust and entitled to continue to share the Premises. The background 7 The Church started as the English service of Say Mia Tng, a primarily Teochew speaking church. In 1955, it was formally constituted as a member of the Bible-Presbyterian Church of Singapore, which was registered under the Societies Ordinance in force at that time. The Church only obtained independent registration as a society under the Societies Act (Cap 311, 1985 Rev Ed) in 1986 as part of an exercise undertaken collectively by the Bible-Presbyterian churches. It was registered as a charity in 1987. 8 From the beginning, the pastor and moving spirit of the Church was Rev Timothy Tow. Under his leadership, the congregation expanded and started a building fund so that the Church could have its own premises. On 1 August 1957, a lease over 9 and 9A Gilstead Road was acquired. It was a condition of the lease that the land be used for a “church and associated purposes”. The Church was not a legal entity and the properties were therefore put in trust for its benefit. 9 From the mid 1950s, Rev Timothy Tow had wanted to start a bible college to train young Christians to serve as “evangelists, pastors and teachers”. On 19 September 1960, at a meeting of the Presbytery of the Bible-Presbyterian Churches of Singapore, a formal decision was taken to establish such a college, to be called “Far Eastern Bible College”. A three-man committee consisting of Rev Timothy Tow, Rev Quek Kiok Chiang and Dr Tow Siang Hwa (“SH Tow”), was elected for the purpose of drafting a constitution and prospectus for the college. According to a statement issued around that time by the committee: With regard to the management of the Bible College, it was proposed that the College should be constituted an independent institution within the fellowship of our Bible-Presbyterian Churches. A Board of Directors should be elected from men of faith and wisdom within our churches and from o u r co-operating missionaries. This would become the administrative body to execute the business of the college, such as the promotion and control of its finance and the appointment of the teaching faculty. It was also suggested that a Board of Referees consisting of Church leaders both local and abroad be invited to sponsor the work of the College. 10 In the same year, 1960, the building fund was renamed the Life Church and Bible College Fund. At the time the decision to start the bible college was announced, the building fund totalled a sum of about $60,000 and was increasing at a rate of $150 a week. By the end of 1960, the fund had roughly doubled to $100,000. It is alleged that this increase is proof that the bible college had an impact on the funds raised. Whatever the reason for the increase, however, it is undisputed that the fund was used to construct a church building and a college annex on 9 and 9A Gilstead Road. 11 In November 1961, the board of directors (“the board”) of the College was constituted with Rev Timothy Tow at its helm. The board unanimously adopted the constitution (“the original constitution”) drafted by the three-man committee. I will set out the material provisions of the original constitution later but at this stage I only want to draw attention to Art V of the original constitution which provides: Article V 1.